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Amended 5/20/2015. The undersigned incorporator(s) is an (are) individual(s) 18 years of age or older and adopt the following articles of incorporation to form a nonprofit corporation (Chapter 317A).

ARTICLE I — NAME AND PURPOSE

Section 1: Name: The name of the organization shall be Pawsitivity, dba Pawsitivity Service Dogs. It shall be a nonprofit organization incorporated under the laws of the State of Minnesota

Section 2: Purpose: Pawsitivity Service Dogs is organized exclusively for charitable, scientific and education purposes.

The purpose of this corporation is:

  • to train and place service dogs (“Pawsitivity Dogs”) for individuals with disabilities.

In support of this primary purpose, the Corporation shall also undertake the following specific objectives:

a)      To breed, adopt, or purchase homeless dogs for the explicit purpose of raising and training them to become Pawsitivity Dogs.

b)      To provide life-long support to our clients and their Pawsitivity Dogs through training advice.

c)      To ensure that any Pawsitivity Dog candidate who, after specific evaluation and training, is deemed unsuitable for service dog work, or that any returned or retired Pawsitivity Dog is adopted to a good home;

d)      To work towards the availability of service dogs as a benefit to all disabled individuals.

e)      To raise public awareness through informational and educational activities on the purpose and function of service dogs, the benefits they accrue to their partners with disabilities, the needs of people with disabilities which can be met with a service dog, and the rights and responsibilities of service dog partners under the Americans with Disabilities Act.

ARTICLE II — MEMBERSHIP

Section 1 – Membership: Membership shall consist of the board of directors.

ARTICLE IV — BOARD OF DIRECTORS

Section 1 - Board role, size, and compensation: The board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to the staff and committees. The board shall have 5 members. No more than one board member, or 10% (whichever is greater) receives compensation, or receive indirect compensation.

Section 2 - Terms: All board members shall serve two-year terms, but are eligible for re-election for up to five consecutive terms.

Section 3 - Meetings and notice: The board shall meet at least annually, at an agreed upon time and place. An official board meeting requires that each board member have written notice at least two weeks in advance.

Section 4 - Board elections: During the last quarter of each fiscal year of the corporation, the board of directors shall elect Directors to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws.

Section 5 - Election procedures: New directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next fiscal year.

Section 6 - Quorum: A quorum must be attended by at least forty percent of board members for business transactions to take place and motions to pass.

Section 7 - Officers and Duties: There shall be four officers of the board, consisting of a chair, vice-chair, secretary and treasurer. Their duties are as follows:

The chair shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: secretary, treasurer.

The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained. 

The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public. 

Section 8 - Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member's term.

Section 9 - Resignation, termination, and absences: Resignation from the board must be in writing and received by the Secretary. A board member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.

Section 10 - Special meetings: Special meetings of the board shall be called upon the request of the chair, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least two weeks in advance.

ARTICLE V — COMMITTEES

Section 1 - Committee formation: The board may create committees as needed, such as fundraising, housing, public relations, data collection, etc. The board chair appoints all committee chairs.

Section 2 - Executive Committee: The three officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.

 

Section 3 - Finance Committee: The treasurer is the chair of the Finance Committee, which includes two other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members, and the public.

ARTICLE VI – AMENDMENTS

Section 1 - Amendments: These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.

Certification

These amended bylaws were approved at a meeting of the board of directors by a majority vote on May 20, 2015.